Executive Summary: Key Legal and Evidentiary Issues

• Équipements Steeve Maheu inc. and Steeve Maheu sought a safeguard order restricting Israël Cormier's authority to act for Gestion ISC inc. and compelling the disclosure of contracts and information, including about containers in transit.
• Safeguard orders under articles 451 and following of the Business Corporations Act are granted only in urgent and exceptional cases and must meet the same criteria as a provisional interlocutory injunction: urgency, appearance of right, serious or irreparable harm, and balance of convenience.
• The Court found no serious or irreparable harm, as the plaintiffs relied on conjecture about Cormier's intentions and did not show that any harm would not be quantifiable and compensable.
• Urgency was also lacking, since the situation dated back to early April 2026, no imminent event was identified, and the document requests appeared to be case management matters rather than urgent measures.
• On the balance of convenience, the orders sought appeared to go beyond enforcing the shareholders' agreement and could affect all of Gestion ISC inc.'s daily operations.
• Pending jurisdictional questions — a declinatory exception seeking transfer to the district of Québec (to which the plaintiffs consent) and a request to refer the case to arbitration under article 16 of the shareholders' agreement — made it preferable for interim measures to be crafted by the forum deciding the merits.

Facts of the case

Équipements Steeve Maheu inc. and Steeve Maheu brought proceedings in the Superior Court of Québec, district of Montréal, against Israël Cormier, with Gestion ISC inc. and Wei Sheng as impleaded parties (mis-en-cause) and the Canadian National Railway Company and the Canada Border Services Agency as garnishees. The plaintiffs applied for a safeguard order seeking essentially three things: to prohibit Cormier, president of Gestion ISC inc., from contracting or taking any act in the company's name without the prior written approval of a board of directors composed of Cormier, Maheu, and Maheu's spouse, Roxanne Turmel; to obtain communication of any contract to which Gestion ISC inc. had become a party since April 1, 2026, along with documents relating to any measure taken by Cormier concerning the company; and to obtain information relating to the delivery of certain containers in transit said to contain merchandise purchased or imported by Gestion ISC inc. The plaintiffs confirmed they were not, for the moment, asking the Court to remove Cormier as president and director, and it was unnecessary to rule on conclusions 4 and 5 of their application, which concerned goods already under seizure. The dispute traced back to early April 2026, when Maheu is said to have announced to Cormier his intention to withdraw from the affairs of Gestion ISC inc. and consented to the company being liquidated once his investment was repaid.

Contractual clauses and legal framework at issue

Two instruments framed the dispute. First, the shareholders' agreement of Gestion ISC inc. was central: the Court noted that the scope of the orders sought appeared to go beyond simply enforcing that agreement, and the defendant and Gestion ISC inc. filed a request to refer the file to arbitration in accordance with article 16 of the agreement (Exhibit P-3). Second, the application itself rested on the safeguard order regime under articles 451 and following of the Business Corporations Act. The Court reiterated the governing standard: such an order is issued only in urgent and exceptional cases and must satisfy the same criteria as a provisional interlocutory injunction, namely urgency, appearance of right, serious or irreparable harm, and the balance of convenience.

The court's reasoning and analysis

Justice Patrick Ferland, J.C.S., found it unnecessary to rule on the sufficiency of the rights invoked, since the other criteria were not met. On serious or irreparable harm, the originating application referred only to the possibility that the plaintiffs could not exercise their rights over containers that had since been seized before judgment; at the hearing, the plaintiffs raised no specific fear based on objective elements, offering only conjecture about Cormier's possible intentions, and they neither demonstrated nor alleged that any harm would not be easily quantifiable and compensable. On the balance of convenience, the plaintiffs failed to show it favoured granting the order, as the measures sought could affect all of Gestion ISC inc.'s day-to-day operations while the evidence did not reveal how the company had operated before. On urgency, the situation dated from early April 2026, no imminent event requiring the Court's intervention was identified, the plaintiffs did not show why it was urgent that Maheu and his spouse be involved again in the company's affairs, and the document requests appeared to belong to case management rather than urgent relief. The Court also noted that the defendant had filed a declinatory exception contesting the territorial jurisdiction of the Superior Court for the district of Montréal and seeking transfer to the district of Québec — a transfer to which the plaintiffs consented — and that a referral to arbitration had been requested. Without expressing any opinion on its jurisdiction to issue the orders sought, the Court considered it preferable that interim measures concerning Gestion ISC inc.'s operations and Maheu's right to information be developed before the forum that will hear the merits.

Ruling and outcome

By judgment dated June 16, 2026 (2026 QCCS 2446), the Court dismissed the safeguard order application contained in the plaintiffs' re-modified originating application dated June 4, 2026. The outcome favoured the defendant, Israël Cormier, who successfully resisted the safeguard measures sought against him. No monetary amount was awarded to any party at this stage: the Court ordered that legal costs follow the outcome of the litigation, so no sum was granted in this decision.